UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2022
SUNOPTA INC.
(Exact name of registrant as specified in its charter)
| Canada | 001-34198 | Not Applicable |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
7078 Shady Oak Road
Eden Prairie, Minnesota, 55344
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (952) 820-2518
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbols | | Name of each exchange on which registered |
| Common Shares | | STKL | | The Nasdaq Stock Market LLC |
| Common Shares | | SOY | | The Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b 2 of the Securities Exchange Act of 1934 (17 CFR §240.12b 2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
SunOpta Inc. (the "Company") held an Annual and Special Meeting of Shareholders on May 26, 2022 (the "Meeting"). The matters voted upon at the Meeting included: (1) the election of eight directors of the Company for the ensuing year; (2) the appointment of Ernst & Young LLP as the independent registered public accounting firm and auditor of the Company for the ensuing year and to authorize the Audit Committee of the Company to fix their remuneration; (3) a non-binding, advisory resolution to approve the compensation of the Company's named executive officers; (4) a proposal to reconfirm the Company's Amended and Restated Shareholder Rights Plan; and (5) a proposal to amend the articles of incorporation of the Company to authorize the Company to hold shareholders' meetings in the Minneapolis/St. Paul metropolitan area of Minnesota.
Our scrutineer reported the vote of the shareholders as follows:
1. Election of Directors
| Director Name | Votes For | Votes Withheld | Abstentions | Broker Non-Votes |
| Dr. Albert Bolles | 44,979,123 | 19,597,224 | 66,013 | 13,999,101 |
| Joseph Ennen | 62,916,769 | 1,238,128 | 487,463 | 13,999,101 |
| Rebecca Fisher | 62,722,128 | 1,882,628 | 37,604 | 13,999,101 |
| R. Dean Hollis | 61,822,910 | 2,794,968 | 24,482 | 13,999,101 |
| Katrina Houde | 62,446,597 | 1,938,639 | 257,124 | 13,999,101 |
| Leslie Starr Keating | 62,759,254 | 1,858,832 | 24,274 | 13,999,101 |
| Kenneth Kempf | 63,288,192 | 1,330,683 | 23,485 | 13,999,101 |
| Mahes Wickramasinghe | 63,804,740 | 350,546 | 487,074 | 13,999,101 |
2. Appointment of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 77,738,160 | 386,092 | 517,209 | - |
3. Advisory Resolution Regarding the Compensation of the Company's Named Executive Officers
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 63,805,542 | 743,961 | 92,857 | 13,999,101 |
4. Reconfirmation of the Company's Amended and Restated Shareholder Rights Plan
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 64,178,507 | 388,953 | 74,900 | 13,999,101 |
5. Amendment to the Articles of Incorporation
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 64,207,695 | 270,061 | 164,604 | 13,999,101 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUNOPTA INC. |
| | | |
| | | |
| | By | /s/ Jill Barnett |
| | | |
| | | Jill Barnett |
| | | Chief Administrative Officer |
| | | |
| | Date | May 31, 2022 |
